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Special Meetings


Guest Bryan Parker

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Guest Bryan Parker

I looked in RONR 11th Edition for the rules regarding special meetings.

I am trying to determine what business can be conducted at a special meeting? Is it still only that which was posted in the call for a special meeting? If so does this mean that any additional business conducted at the special meeting is considered null and void? If so, Can motion en bloc be made at the next regular meeting to vote on any motions/resolution/business that was previously discussed and voted on at a special meeting and passed by a majority vote?

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Yes, according to RONR, only business that is listed in the call for the special meeting can be considered at that meeting. Any business not mentioned in the call is not in order, and would be considered null and void upon a point of order being raised. 

I assume your last sentence refers to items voted on at a special meeting that were not listed in the call. I suppose the assembly could move to ratify those items if everyone is in agreement with them. However, the proper method for dealing with such matters would be to raise a point of order that all such matters were adopted improperly.That point of order should be ruled well taken and the items declared null and void. There is no need to move to re-vote on these items. Once ruled null and void, they can be introduced again at any regular meeting - for which no notice is required - or introduced again at another special meeting, with proper notice.

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8 hours ago, Bruce Lages said:

Yes, according to RONR, only business that is listed in the call for the special meeting can be considered at that meeting. Any business not mentioned in the call is not in order, and would be considered null and void upon a point of order being raised. 

I assume your last sentence refers to items voted on at a special meeting that were not listed in the call. I suppose the assembly could move to ratify those items if everyone is in agreement with them. However, the proper method for dealing with such matters would be to raise a point of order that all such matters were adopted improperly.That point of order should be ruled well taken and the items declared null and void. There is no need to move to re-vote on these items. Once ruled null and void, they can be introduced again at any regular meeting - for which no notice is required - or introduced again at another special meeting, with proper notice.

I'm curious as to why you think that moving to ratify the motions improperly adopted would not be a proper method of dealing with them.  btw, a motion to ratify could be adopted by a majority vote, couldn't it?  Everyone would not have to be in agreement, but just a majority of those voting at a proper meeting.  I don't understand why you believe it is necessary... or better.... to have them declared null and void at one meeting and then have to re-introduce them at another meeting. Based on the language at the bottom of page 124, a motion to ratify is in order when a motion was adopted at a special meeting but was not listed in the call of the meeting.

From page 124:

"The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly. Cases where the procedure of ratification is applicable include:
    •    action improperly taken at a regular or properly called meeting at which no quorum was present;
    •    action taken at a special meeting with regard to business not mentioned in the call of that meeting;
    •    action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority;
[page 125] •    action taken by a local unit that requires approval of the state or national organization; or
    •    action taken by a state or national society subject to approval by its constituent units."

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Well, Mr. Lages is certainly correct in saying that the assembly must first determine that an action taken is null and void before a motion can be made to ratify that action, and so it may be just as easy, and perhaps preferable, to simply introduce it once again after the previous action has been declared a nullity.

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Mr. Honemann's point that it would be just as easy to start over again is a large part of what I was thinking in my answer. While it is true that only a majority is necessary to approve the motion to ratify, it is also true that ratify opens up the entire question to debate (p. 126, ll 19-20) and, I presume, amendment as well. If there is no strong opposition to the actions taken, then certainly ratify can settle the issue quickly and efficiently. However, if there are major concerns about the actions taken, it seems to me that starting over would be just as efficient, if not more so.

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4 hours ago, Daniel H. Honemann said:

Well, Mr. Lages is certainly correct in saying that the assembly must first determine that an action taken is null and void before a motion can be made to ratify that action, and so it may be just as easy, and perhaps preferable, to simply introduce it once again after the previous action has been declared a nullity.

Not according to Page 93 which implies that such action is presumed by its very nature to be invalid and thus only a motion to Ratify is needed. 

If there is a controversy as to whether the action taken was truly null and void that could be addressed via debate or a Point of Order while the motion to Ratify is pending. 

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5 hours ago, Daniel H. Honemann said:

Well, Mr. Lages is certainly correct in saying that the assembly must first determine that an action taken is null and void before a motion can be made to ratify that action, and so it may be just as easy, and perhaps preferable, to simply introduce it once again after the previous action has been declared a nullity.

Do you have a suggestion on the wording. 

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I don't think any wording is necessary since p 93 presumes any business at the special meeting not on the agenda is not valid.  I think that a motion would be made to Ratify and if a member thinks that the motion from the special meeting is valid that it is up to them to raise a Point of Order.  I suppose that the Chair themselves could rule Ratify is out of order subject to Appeal if they believe everything from the special meeting was valid.

But here is the tricky part, the proper motions that passed at the special meetings are valid and the improper ones are never valid so how do you call attention to the not-valid ones.  I think in this case the motion to Ratify acts as the replacement for the Point of Order - viz. the member is calling the validity of the motion into question.  Moreover it should be timely like a Point of Order and failure to move to Ratify at the next meeting is in effect unanimous consent that all actions at the special meeting was valid.  

 

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1 hour ago, SaintCad said:

 Not according to Page 93 which implies that such action is presumed by its very nature to be invalid and thus only a motion to Ratify is needed. 

If there is a controversy as to whether the action taken was truly null and void that could be addressed via debate or a Point of Order while the motion to Ratify is pending. 

I'm afraid you've got the cart before the horse.

The presumption is that actions taken at a regular or properly called meeting are legitimately taken unless and until the assembly (or some higher authority) decides otherwise.

 

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17 minutes ago, Daniel H. Honemann said:

I'm afraid you've got the cart before the horse.

The presumption is that actions taken at a regular or properly called meeting are legitimately taken unless and until the assembly (or some higher authority) decides otherwise.

 

I don't think I'm disagreeing with you - read my response to JJ.  I don't think I even disagree with you on having the regular meeting declare the not-valid motions as null and void.  My contention is that that is done though the motion to Rescind - specifically if Rescind is lost.

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1 minute ago, Daniel H. Honemann said:

On the wording for what?

The motion to take the action at the regular meeting?

Assume that at the special meeting, the members vote "to buy a new printer from Staples."  This was not included in the notice.  Joe, a member appointed by the same meeting, goes to Staples and buys a printer.

At the regular meting a point of of order is raised that the motion "to buy a new printer from Staples," is void due to lack of proper notice.  The chair rules that the is null and void; there is no appeal.

Does a member move, "To reimburse Joe for the printer?"

The same special meeting votes "to hire Sam as the bartender for the club," also without notice.

At the regular meeting, point of order raised with the same result as above.

Is the motion, "to hire Sam as bartender as of the club, retroactively from [the date he started]?"

Conversely, do you envision some specific wording?

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14 hours ago, J. J. said:

Why couldn't this be ratified as p. 124, ll. 32-34.

It can be, of course, and no one has indicated otherwise.

The point being made, however, was (and is) that it is not in order to move to ratify action taken at a special meeting in regard to business not mentioned in the call of that meeting unless and until a determination has first been made by the assembly that the action sought to be ratified was, in fact, in regard to business not mentioned in the call of that meeting. This determination ordinarily comes about as a consequence of a point of order being raised concerning the matter.

This is something that SaintCad, apparently, has yet to understand, but that's okay. :)

 

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3 hours ago, Daniel H. Honemann said:

It can be, of course, and no one has indicated otherwise.

The point being made, however, was (and is) that it is not in order to move to ratify action taken at a special meeting in regard to business not mentioned in the call of that meeting unless and until a determination has first been made by the assembly that the action sought to be ratified was, in fact, in regard to business not mentioned in the call of that meeting. This determination ordinarily comes about as a consequence of a point of order being raised concerning the matter.

This is something that SaintCad, apparently, has yet to understand, but that's okay. :)

 

Then are you saying that such a motion is continuing breach (d) on page 251 because if not wouldn't the Point of Order have to be at the Special Meeting when the motion was brought up?  THAT is my problem with your solution, the Point of Order has to be timely and not at the next meeting.  Ratify on the other hand can be used at the next meeting to determine if the motion in question was proper and addresses JJ's point of how you bring the issue up at the next meeting.

Member A:  I move to ratify the motion "Sam is authorized to buy a new pen." at the last special meeting.

Member B:  Point of Order*, the motion was specified on the call for the special meeting.

Chair:  The point is (not) well-taken.

 

*This Point of Order is timely as it addresses the motion to ratify not the actions taken at the last meeting.

 

So yes - I don't understand how passing a motion not on the call of a special meeting is a continuing breach.  Please educate me.

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2 hours ago, Daniel H. Honemann said:

The rule which prohibits taking action at a special meeting in regard to business not mentioned in the call of that meeting is a rule protecting absentees (RONR, 11th ed., p. 263, l. 29 to p. 264, l. 5). Its violation gives rise to a continuing breach (see (e) on p. 251).

That'll teach me to not turn the page (the mention of the special meeting provision is on p 264).  Thanks for pointing me to the right subsection.

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